Indemnification Limits and Restrictions Sample Clauses

Indemnification Limits and Restrictions. (a) De Minimis. No indemnification shall be payable by Seller with respect to any indemnity claim under clause (i) of Section 6.1 with respect to any individual Loss (or series of related Losses arising out of the same or substantially similar circumstances) which is (or, for such a series, are in the aggregate) less than Twenty Thousand Dollars ($20,000.00) (the “De Minimis Amount”); provided, however, that, in each case subject to the other terms of this Section 6, if such Loss (or Losses) exceeds the De Minimis Amount, then all of such indemnification shall be payable for the entire amount of such Loss (or Losses), including the portion that is less than the De Minimis Amount.
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Indemnification Limits and Restrictions. (a) Except in the event of claims for indemnification arising as a result of fraud, which claims shall not be subject to, or count towards, any limitations, no Buyer Indemnitee or Seller Indemnitee shall be entitled to any indemnity under Section 10.1(a) or 10.2(a), as applicable, unless and until all such claims for indemnification by the Buyer Indemnitees, on the one hand, or the Seller Indemnitees, on the other hand, exceed seventy-five thousand dollars ($75,000) in the aggregate (the "Basket"), at which time the Person(s) seeking indemnification shall be entitled, subject to the terms of this Article 10, to recover all Damages in excess of the Basket; provided, however, that in no event shall the Buyer or the Seller be liable for Damages pursuant to Section 10.1(a) or 10.2(a) in excess of forty percent (40%) of the Purchase Price (the "Cap"). Solely for the purposes of determining Damages pursuant to this Article 10, any requirement in a representation or warranty that an event or fact be material or result in a material adverse effect, which is a condition to such event or fact constituting an inaccuracy or breach of such representation or warranty, shall be ignored and any and all damages arising out of the inaccuracy or breach of such representation or warranty shall be taken into account for purposes of determining the rights of the Parties to indemnification pursuant to this Article 10. For the avoidance of doubt, neither (i) the adjustments of the Purchase Price under Section 3.4, nor (ii) any amounts reimbursed to the Buyer pursuant to Section 6.12(a) or (b), shall be limited by the Basket.
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Indemnification Limits and Restrictions. Except in the event of claims for indemnification arising as a result of fraud, which claims shall not be subject to, or count towards, any limitations, no Buyer Indemnitee or Seller Indemnitee shall be entitled to any indemnity under Section 9.1(a) or 9.2(a), as applicable, unless and until all such claims for indemnification by Buyer Indemnitees, on the one hand, or Seller Indemnitees, on the other hand, exceed twenty-five thousand dollars ($25,000) in the aggregate (the “Basket”), at which time the Person(s) seeking indemnification shall be entitled, subject to the terms of this Article 9, to recover all Damages back to the first dollar thereof. Solely for the purposes of determining Damages pursuant to this Article 9 any requirement in a representation or warranty that an event or fact be material or result in a Material Adverse Effect, which is a condition to such event or fact constituting an inaccuracy or breach of such representation or warranty, shall be ignored and any and all damages arising out of the inaccuracy or breach of such representation or warranty shall be taken into account for purposes of determining the rights of the Parties to indemnification pursuant to this Article 9. For the avoidance of doubt, no amounts reimbursed to Buyer pursuant to Section 6.12(a) or (b) shall be limited by the Basket.
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Indemnification Limits and Restrictions. None of Buyer or any other Buyer Indemnified Party shall be entitled to any indemnity under Section 8.2(a) unless and until all Indemnity Claims by the Buyer Indemnified Parties exceed 5% of the Purchase Price, in the aggregate ("Basket"), at which time the Person(s) seeking indemnification shall be entitled to recover all Losses in excess of the Basket; provided, however, that in no event shall Seller be liable for Losses solely pursuant to Section 8.2(a) in excess of 50% of the Purchase Price. In no case shall Losses include fees and expenses of more than one counsel with respect to any Indemnity Claim or Claims arising out of the same general allegations or circumstances.
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Indemnification Limits and Restrictions. 55 10.7 Exclusive Remedy............................................................................... 55 10.8 Tax Treatment for Indemnity.................................................................... 56 ARTICLE 11 MISCELLANEOUS.................................................................................. 56 -iv- TABLE OF CONTENTS (continued)
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Indemnification Limits and Restrictions. (a) None of Purchaser or any other Purchaser Indemnified Party shall be entitled, subject to the terms of this Article VIII, to any indemnity under Section 8.1 or 8.2 unless and until all Indemnity Claims by the Purchaser Indemnified Parties exceed $75,000, in the aggregate (‘‘Basket’’), at which time the Person(s) seeking indemnification shall be entitled to recover all Losses including the Basket; provided, however, that in no event shall Seller or any of its Affiliates be liable for Losses pursuant to Section 8.2 in excess of ten percent (10%) of the Purchase Price. In no case shall Losses include (a) any incidental, consequential, indirect or special losses or damages (including, without limitation, lost profits, lost revenues and loss of business), whether foreseeable or not, whether occasioned by any failure to perform or the breach of any representation, warranty, covenant or other obligation under this Agreement or the Additional Documents for any cause whatsoever, or (b) fees and expenses of more than one counsel with respect to any Indemnity Claim or Claims arising out of the same general allegations or circumstances. Notwithstanding anything contained in this Section 8.6(a), none of the limitations of indemnity shall apply to indemnification for the Excluded Liabilities.
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Indemnification Limits and Restrictions 
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Related to Indemnification Limits and Restrictions

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that:

  • Covenants and Restrictions on Conduct of Business (a) The Trust agrees to abide by the following restrictions:

  • Basic Restrictions (i) (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit, (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder.

  • Other Obligations and Restrictions No Restricted Person has any outstanding Liabilities of any kind (including contingent obligations, tax assessments, and unusual forward or long-term commitments) that are, in the aggregate, material to Borrower or material with respect to Borrower’s Consolidated financial condition and not shown in the Initial Financial Statements or disclosed in Section 5.7 of the Disclosure Schedule or otherwise permitted under Section 7.1. Except as shown in the Initial Financial Statements or disclosed in Section 5.7 of the Disclosure Schedule, no Restricted Person is subject to or restricted by any franchise, contract, deed, charter restriction, or other instrument or restriction that could reasonably be expected to cause a Material Adverse Change.

  • Non-Competition Restriction Except with the prior written consent of the Company, the Employee shall not, either during his employment hereunder or for the period of time after termination of his employment hereunder during which the Employee accepts severance payments pursuant to Section 7(b) (if applicable), directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture in competition in the United States with the business of the Company. For purposes of this Section 6(a), a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its affiliates manufactures, distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to such cabinet products intended for the primary use in the kitchen or bathroom. Nothing in this Section 6(a) however, shall prohibit the Employee from owning securities of the Company or from owning as an inactive investor up to 5% of the outstanding voting securities of any issuer which is listed on the New York Stock Exchange, American Stock Exchange or the NASDAQ Stock Market or any of their respective successors. If the Employee directly or indirectly manages, operates, controls, is employed by, participates in, consults with, renders services to, or is connected in any manner with the management, operation, ownership or control of any business or venture which is in competition in the United States with the business of the Company, then the Company shall be entitled to immediately terminate any and all severance payments being made pursuant to Section 7(b), if any, and other benefits to which the Employee would otherwise be entitled.

  • Rights and Restrictions The Restricted Share Units shall not be transferable, other than pursuant to will or the laws of descent and distribution. Prior to vesting of the Restricted Share Units and delivery of the Shares to the Employee following his termination of employment, the Employee shall not have any rights or privileges of a shareholder as to the Shares subject to the Award. Specifically, the Employee shall not have the right to receive dividends or the right to vote such Shares prior to vesting of the Award and delivery of the Shares.

  • INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS The Fund will provide the Sub-Adviser with the statement of investment objective, policies and restrictions applicable to the Series as contained in the Series' Prospectus and Statement of Additional Information, all amendments or supplements to the Prospectus and Statement of Additional Information, and any instructions adopted by the Board of Trustees supplemental thereto. The Fund agrees, on an ongoing basis, to notify the Sub-Adviser in writing of each change in the fundamental and non-fundamental investment policies of the Series and will provide the Sub-Adviser with such further information concerning the investment objective, policies, restrictions and such other information applicable thereto as the Sub-Adviser may from time to time reasonably request for performance of its obligations under this Agreement. The Fund retains the right, on written notice to the Sub-Adviser or the Adviser, to modify any such objective, policies or restrictions in accordance with applicable laws, at any time.

  • Term of Nondisclosure Restrictions I understand that Confidential Information and Third Party Information is never to be used or disclosed by me, as provided in this Section 1. If a temporal limitation on my obligation not to use or disclose such information is required under applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, I agree and Company agrees that the two (2) year period after the date my employment ends will be the temporal limitation relevant to the contested restriction, provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law.

  • Investment Objectives, Policies and Restrictions The Trust will provide Adviser with the statement of investment objectives, policies and restrictions applicable to the Fund as contained in the Trust's registration statements under the Act and the Securities Act of 1933, and any instructions adopted by the Trustees supplemental thereto. The Trust will provide Adviser with such further information concerning the investment objectives, policies and restrictions applicable thereto as Adviser may from time to time reasonably request. The Trust retains the right, on written notice to Adviser from the Trust, to modify any such objectives, policies or restrictions in any manner at any time.

  • Covenants and Restrictions Tenant hereby acknowledges and agrees that the Buildings, and Tenant’s occupancy thereof, is subject to all matters of Public Record.

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